Common use of THE VARIABLE ACCOUNT Clause in Contracts

THE VARIABLE ACCOUNT. The assets of the Variable Account shall be kept separate from Our other assets. We have the right to transfer to the General Account any assets of the Variable Account which are in excess of the reserves and other Policy liabilities of the Variable Account. Although the assets maintained in the Variable Account will not be charged with any liabilities arising out of any other business conducted by Us, all obligations arising under the Policy, including the promise to make all benefit payments, are Our general corporate obligations. At Our election, and subject to any necessary vote by those having voting rights, the Variable Account may be operated as a unit investment trust or a management company under the Investment Company Act of 1940. It may be registered under the Investment Company Act of 1940 or deregistered in the event registration is no longer required. In the event of any change in the operation of the Variable Account pursuant to this provision, We may make appropriate amendment to the contract to reflect the change and take such other action as may be necessary and appropriate to effect the change. SUB-ACCOUNTS. The assets of the Variable Account are divided into Sub-Accounts. Each Sub-Account corresponds to an investment choice described in Section 1. Each Sub-Account invests exclusively in a different investment portfolio. Income, gains and losses, whether or not realized, from the assets of each Sub-Account are credited or charged against that Sub-Account without regard to income, gains or losses in other Sub-Accounts of the Variable Account. All amounts allocated to the Variable Account will be used to purchase shares of one or more of the Funds, as You designate. Deductions and surrenders from the Variable Account will, in effect, be made by redeeming the number of Fund shares at net asset value equal in total value to the amount to be deducted. The Variable Account will be fully invested in Fund shares at all times. ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS. Shares of any or all of the portfolios may not always be available for purchase by the Sub-Accounts of the Variable Account, or We may decide that further investment in any such shares is no longer appropriate. In either event, shares of other registered open-end investment companies or unit investment trusts may be substituted both for Portfolio shares already purchased by the Variable Account and/or as the security to be purchased in the future, provided that these substitutions have been approved by the Securities and Exchange Commission. In addition, the investment policies of the Sub-Accounts will not be changed without the approval of the Insurance Commissioner of the State of Delaware. We also reserve the right to eliminate or combine existing Sub-Accounts or to transfer assets between Sub-Accounts. In the event of any substitution or other act pursuant to this provision, We may make appropriate amendment to the Policy to reflect the substitution. TRANSFERS BETWEEN SUB-ACCOUNTS. Subject to Our rules as they may exist from time to time and to any limits that may be imposed by the Funds, including those set forth in Section 1, You may at any time transfer to another Sub-Account all or a portion of the Account Value allocated to a Sub-Account. We will make transfers pursuant to an authorized written or telephone request to the Service Center. Telephone requests will be honored only if We have a properly completed telephone authorization form for You on file. We and Our agents and affiliates will not be responsible for losses resulting from acting upon telephone requests reasonably believed to be genuine. We will use reasonable procedures to confirm that instructions communicated by telephone are genuine. The procedures We follow for transactions initiated by telephone include requirements that You identify yourself by name and identify a personal identification number. Transfers may be requested by indicating the transfer of either a specified dollar amount or a specified percentage of the Sub-Account's value from which the transfer will be made. If You request a transfer based on a specified percentage of the Sub-Account's value, that percentage will be converted into a request for the transfer of a specified dollar amount based on application of the specified percentage to the Sub-Account's value at the time the request is received. Transfer privileges are subject to Our consent. We reserve the right to impose limitations on transfers, including, but not limited to: (1) the minimum amount that may be transferred; and (2) the minimum amount that may remain in a Sub- Account following a transfer from that Sub-Account.

THE VARIABLE ACCOUNT. The Variable Account(s) is designated on the Contract Schedule and consists of assets of the Variable Account shall be set aside by Us, which are kept separate from Our general assets and all other assetsvariable account assets We maintain. We have own the right to transfer to the General Account any assets of the Variable Account which are in excess of the reserves and other Policy liabilities of the Variable Account. Although the assets maintained in the Variable Account assets equal to reserves and other contract liabilities will not be charged chargeable with any liabilities arising out of any other business conducted by Us, all obligations arising under We may conduct. We may transfer to Our General Account assets which exceed the Policy, including the promise to make all benefit payments, are Our general corporate obligations. At Our election, reserves and subject to any necessary vote by those having voting rights, the Variable Account may be operated as a unit investment trust or a management company under the Investment Company Act of 1940. It may be registered under the Investment Company Act of 1940 or deregistered in the event registration is no longer required. In the event of any change in the operation other liabilities of the Variable Account pursuant to this provision, We may make appropriate amendment to the contract to reflect the change Account. ▇▇▇▇▇▇ and take such other action as may be necessary realized and appropriate to effect the change. SUB-ACCOUNTS. The unrealized gains or losses from assets of in the Variable Account are divided into Sub-Accounts. Each Sub-Account corresponds credited to an investment choice described in Section 1. Each Sub-Account invests exclusively in a different investment portfolio. Income, gains and losses, whether or not realized, from the assets of each Sub-Account are credited or charged against that Sub-Account the account without regard to other income, gains or losses in Our other Sub-Accounts of the Variable Account. All amounts allocated to the Variable Account will be used to purchase shares of one or more of the Funds, as You designate. Deductions and surrenders from the Variable Account will, in effect, be made by redeeming the number of Fund shares at net asset value equal in total value to the amount to be deductedinvestment accounts. The Variable Account will be fully invested in Fund shares at all timesassets are divided into Sub-accounts. ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTSThe Sub-accounts which are available under the Contract are shown on the Contract Schedule. Shares The assets of any or all of the portfolios may not always be available for purchase by the Sub-Accounts accounts of the unit investment trust variable separate account are allocated to the Eligible Fund(s) and the Portfolio(s), if applicable, within an Eligible Fund shown on the Contract Schedule. The assets of the Sub-accounts of the investment company variable separate account, if applicable, are invested in portfolios of securities designed to meet the objectives of the Sub-Account shown on the Contract Schedule. We may, from time to time, add additional Sub-accounts, Eligible Funds or Portfolios to those shown on the Contract Schedule. You may be permitted to transfer Contract Values or allocate Purchase Payments to the additional Sub-Accounts, Eligible Funds or Portfolios. However, the right to make such transfers or allocations will be limited by the terms and conditions imposed by Us. We also have the right to eliminate Sub-accounts from the Variable Account, to combine two or We more Sub-accounts or to substitute a new Portfolio for the Portfolio in which a Sub-account invests. A substitution may decide that further become necessary if, in Our discretion, a Portfolio or Sub-account no longer suits the purposes of the Contract. This may happen: due to a change in laws or regulations or a change in a Portfolio's investment in any such shares objectives or restrictions; because the Portfolio or Sub-account is no longer appropriate. In either event, shares of available for investment; or for some other registered open-end investment companies or unit investment trusts may be substituted both for Portfolio shares already purchased by the Variable Account and/or as the security to be purchased in the future, provided that these substitutions have been approved by the Securities and Exchange Commission. In addition, the investment policies of the Sub-Accounts will not be changed without the approval of the Insurance Commissioner of the State of Delawarereason. We also reserve the right to eliminate or combine existing Sub-Accounts or to transfer assets between Sub-Accounts. In the event of will obtain any substitution or other act pursuant to this provision, We may make appropriate amendment to the Policy to reflect the substitution. TRANSFERS BETWEEN SUB-ACCOUNTS. Subject to Our rules as they may exist from time to time and to any limits prior approvals that may be imposed required from the insurance department of Our state of domicile, and from the SEC or any other governmental entity before making such a substitution. When permitted by the Fundslaw, including those set forth in Section 1, You may at any time transfer to another Sub-Account all or a portion of the Account Value allocated to a Sub-Account. We will make transfers pursuant to an authorized written or telephone request to the Service Center. Telephone requests will be honored only if We have a properly completed telephone authorization form for You on file. We and Our agents and affiliates will not be responsible for losses resulting from acting upon telephone requests reasonably believed to be genuine. We will use reasonable procedures to confirm that instructions communicated by telephone are genuine. The procedures We follow for transactions initiated by telephone include requirements that You identify yourself by name and identify a personal identification number. Transfers may be requested by indicating the transfer of either a specified dollar amount or a specified percentage of the Sub-Account's value from which the transfer will be made. If You request a transfer based on a specified percentage of the Sub-Account's value, that percentage will be converted into a request for the transfer of a specified dollar amount based on application of the specified percentage to the Sub-Account's value at the time the request is received. Transfer privileges are subject to Our consent. We reserve the right to impose limitations on transfers, including, but not limited to: (1) the minimum amount that may be transferred; and (2) the minimum amount that may remain in a Sub- Account following a transfer from that Sub-Account.:

THE VARIABLE ACCOUNT. THE VARIABLE ACCOUNT The Variable Account (called "the Account") is a separate investment account established by the Company in accordance with Delaware law and is now operated in accordance with Massachusetts law. The assets of the Variable Account shall be kept separate from Our other assetsare owned by the Company. We have the right to transfer to the General Account any The assets of the Variable Account which are in excess will be used to provide values and benefits under this Policy and similar policies. The portion of the Account assets equal to the reserves and plus other Policy policy liabilities of the Variable Account. Although the assets maintained in the Variable Account will is not be charged chargeable with any liabilities arising out of any other business conducted by Us, all obligations arising under the Policy, including Company may conduct. The Company reserves the promise right to make all benefit payments, are Our transfer to its general corporate obligations. At Our election, and subject to any necessary vote by those having voting rights, the account Variable Account may be operated as a unit investment trust or a management company under assets which exceed the Investment Company Act total of 1940. It may be registered under the Investment Company Act of 1940 or deregistered in the event registration is no longer required. In the event of any change in the operation reserves and other liabilities of the Variable Account pursuant to this provision, We may make appropriate amendment to the contract to reflect the change Account. Inco▇▇ ▇▇▇ realized and take such other action as may be necessary unrealized capital gains and appropriate to effect the change. SUB-ACCOUNTS. The assets losses of the Variable Account are divided into Sub-Accounts. Each Sub-Account corresponds to an investment choice described in Section 1. Each Sub-Account invests exclusively in a different investment portfolio. Income, gains and losses, whether or not realized, from the assets of each Sub-Account are credited or charged against that Sub-to the Account without regard to income, gains or losses in other Sub-Accounts any of the Variable AccountCompany's other income or capital gains and losses. All amounts SUB-ACCOUNTS The Account consists of sub-accounts, each of which is invested in shares of one portfolio of the New England Zenith fund or its successor or any other investment company in which the Account is invested. Shares of a portfolio are purchased for a sub-account at their net asset value. The initial net premium is allocated to the Variable Account and the Fixed Account based on allocation instructions in the Application for insurance. The portion of the initial net premium allocated to the Account will be used to purchase shares of one or more credited with Money Market sub-account net investment performance beginning on the latest of: - The Policy Date; - The date of the Fundslast Part II of the Application, if any is required; - The effective date of the choice of the Account; and - The date the first premium is received by the Company. NEV-18-E 44 The portion of the Policy's Cash Value allocated to the Account will be deposited in the Money Market sub-account on the day the Company mails the Confirmation for the initial premium. Fifteen days after the Company mails the Confirmation for the initial premium, the portion of the Policy's Cash Value allocated to the Account will be transferred, based on your choice, to the sub-accounts. Before this date, the values and benefits of the Policy will depend on: the net investment performance of the Money Market sub-account if any portion of the initial premium is allocated to the Account; and the Policy's portion of the Fixed Account. After this date each future net premium allocated to the Account and each future net unscheduled payment allocated to the Account will be invested in the sub-accounts you chose as You designateof the date it is received by the Company at its Home Office. Deductions Each distribution of income, dividends and surrenders capital gains from a portfolio to a sub-account will be reinvested for the Variable Account will, benefit of the owners of the policies in effect, be made by redeeming the number of Fund shares that sub-account at net asset value equal in total value to shares of the amount to be deductedportfolio which made the distribution. The Variable Cash Value of the Policy at any time cannot be allocated among more than 9 sub-accounts, except with the consent of the Company; and the Fixed Account will be fully counted in the limit of 9. The values and benefits of a policy depend on: the investment performance of the portfolios in which the sub-accounts are invested; and the interest credited to the Fixed Account. The Company does not guarantee the investment performance of the portfolios of the sub-accounts. You bear the investment risk for amounts invested in Fund shares the sub-accounts for your Policy. CHOICE OF SUB-ACCOUNTS You choose the sub-accounts in which net premiums and net unscheduled payments are to be invested. You can change the choice for future premiums and future unscheduled payments at all timesany time by notice to the Company. ADDITIONThe portion of the net premium and the net unscheduled payment to be applied to each sub-account chosen must be a whole percent. CHANGE IN PORTFOLIOS The Company can add or remove portfolios as sub-account investments as permitted by law. When a change is made, DELETION OR SUBSTITUTION OF INVESTMENTS. Shares of any or the Company will send you: a revised prospectus for the Account which will describe all of the portfolios may not always be then available for purchase by the Sub-Accounts of the Variable Account, or We may decide that further investment in any such shares is no longer appropriate. In either event, shares of other registered open-end investment companies or unit investment trusts may be substituted both for Portfolio shares already purchased by the Variable Account and/or as the security to be purchased in the future, provided that these substitutions have been approved New England Zenith Fund or its successor or any other investment company in which the Account is invested; and any notice required by the Securities and Exchange Commissionlaw. In additionWhen a portfolio is removed, the investment policies of the Sub-Accounts will not be changed without the approval of the Insurance Commissioner of the State of Delaware. We also reserve Company has the right to eliminate or combine existing Subsubstitute a different portfolio in which the sub-Accounts or to transfer assets between Sub-Accounts. In the event of any substitution or other act pursuant to this provision, We may make appropriate amendment to the Policy to reflect the substitution. TRANSFERS BETWEEN SUB-ACCOUNTS. Subject to Our rules as they may exist from time to time and to any limits that may be imposed by the Funds, including those set forth in Section 1, You may at any time transfer to another Sub-Account all or a portion account will then invest: - The value of the Account Value allocated to a Sub-Account. We will make transfers pursuant to an authorized written or telephone request to the Service Center. Telephone requests will be honored only if We have a properly completed telephone authorization form for You on file. We and Our agents and affiliates will not be responsible for losses resulting from acting upon telephone requests reasonably believed to be genuine. We will use reasonable procedures to confirm that instructions communicated by telephone are genuine. The procedures We follow for transactions initiated by telephone include requirements that You identify yourself by name and identify a personal identification number. Transfers may be requested by indicating the transfer of either a specified dollar amount or a specified percentage of the Sub-Account's value from which the transfer will be made. If You request a transfer based on a specified percentage of the Sub-Account's value, that percentage will be converted into a request for the transfer of a specified dollar amount based on application of the specified percentage to the Sub-Account's value at the time the request is received. Transfer privileges are subject to Our consent. We reserve the right to impose limitations on transfers, including, but not limited to: (1) the minimum amount that may be transferredremoved portfolio; and (2) the minimum amount - Future net premiums and future net unscheduled payments applied to that may remain in a Sub- Account following a transfer from that Subsub-Accountaccount.

THE VARIABLE ACCOUNT. The Variable Account - The Variable Account (Separate Account VA-5) is a separate account established and maintained by us for the investment of a portion of our assets pursuant to Section 10506 of the California Insurance Code. We will use the assets of the Variable Account shall be kept separate from Our other assetsto buy shares in the various Portfolios. We have the right Net Purchase Payments allocated to transfer to the General Account any assets one or more Sub-accounts of the Variable Account which will become a part of Separate Account VA-5. We are in excess of the reserves not, and other Policy liabilities of do not claim to be, a trustee with respect to the Variable Account. Although , the assets maintained of which are owned absolutely and exclusively by us. The assets in the Variable Account will shall not be charged chargeable with any liabilities arising out of any other business conducted by Usof the Company, all obligations arising under except to the Policy, including extent that they exceed the promise to make all benefit payments, are Our general corporate obligations. At Our election, reserves and subject to any necessary vote by those having voting rights, the Variable Account may be operated as a unit investment trust or a management company under the Investment Company Act of 1940. It may be registered under the Investment Company Act of 1940 or deregistered in the event registration is no longer required. In the event of any change in the operation other liabilities of the Variable Account pursuant to this provision, We may make appropriate amendment to the contract to reflect the change and take such other action as may be necessary and appropriate to effect the change. SUB-ACCOUNTSAccount. The assets of the Variable Account maintained under this contract and under all other contracts of this type will be kept separate from the assets held in our general account and are divided into Sub-Accounts. Each Sub-Account corresponds not subject to an investment choice described in Section 1. Each Sub-Account invests exclusively in a different investment portfoliothe claims of the general creditors of the Company. Income, gains and losses, whether or not realized, from assets in the assets of each Sub-Variable Account are credited to, or charged against that Sub-against, the Variable Account without regard to other income, gains or losses of the Company. We will hold assets in the Variable Account with a value at least equal to the total liability for the Variable Account under this and all other contracts of this type. To the extent those assets do not exceed this total, we will use them to support only those contracts and will not use those assets to support any other business. We may use any excess over this amount at our sole discretion. For all purposes under the contract, we will determine the value of the assets in the Variable Account at the end of each Valuation Day. To determine the value of an asset on a day that is not a Valuation Day, we will use the value of that asset as of the end of the next Valuation Day. Sub-Accounts accounts - The Variable Account contains several Sub-accounts, each of which invests solely in the shares of a specified Portfolio. Income, gains and losses, whether or not realized, from assets in the Sub-accounts are credited to, or charged against, the Sub-accounts without regard to other income, gains or losses of the Company. The Sub-accounts available under this contract are shown in Schedule A. We cannot and do not guarantee that any of the Sub-accounts of the Variable Account will always be available for investment. We reserve the right, subject to compliance with applicable federal or state law, rules or regulations, to make additions to, deletions from, or substitutions for, the Sub-accounts, or the Portfolio shares held by a Sub-account of the Variable Account if such Portfolio shares are no longer available for investment, or if we determine that continued investment in such Portfolio would be inappropriate or inconsistent with the purposes of the Variable Account. All amounts allocated We will not substitute any shares attributable to the Variable Account will be used to purchase shares of one or more of the Funds, as You designate. Deductions and surrenders from the Variable Account will, Owner’s interest in effect, be made by redeeming the number of Fund shares at net asset value equal in total value a Sub-account without advance written notice to the amount to be deducted. The Variable Account will be fully invested in Fund shares at all times. ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS. Shares Owner and prior approval of any or all of the portfolios may not always be available for purchase by the Sub-Accounts of the Variable Account, or We may decide that further investment in any such shares is no longer appropriate. In either event, shares of other registered open-end investment companies or unit investment trusts may be substituted both for Portfolio shares already purchased by the Variable Account and/or as the security to be purchased in the future, provided that these substitutions have been approved by the Securities and Exchange Commission, to the extent required by the Investment Company Act of 1940 (the “1940 Act”). In additionNothing contained herein shall prevent the Variable Account from purchasing other securities for other series or classes of variable contracts, or from effecting an exchange between series or classes of variable contracts on the investment policies basis of requests made by the Sub-Accounts will not be changed without the approval of the Insurance Commissioner of the State of DelawareOwner. We also reserve the right to eliminate or combine existing establish additional Sub-Accounts or accounts, each of which would invest solely in shares of other Portfolios. If we decide to transfer assets between make those Sub-Accounts. In the event of any substitution or other act pursuant to accounts available under this provisioncontract, We may make appropriate amendment we will send written notification to the Policy Owner. The Owner may instruct us to reflect the substitution. TRANSFERS BETWEEN SUB-ACCOUNTS. Subject allocate future Purchase Payments to Our rules as they may exist from time to time and to any limits that may be imposed by the Funds, including those set forth in Section 1, You may at any time transfer to another Sub-Account accounts, or transfer all or a portion of the Account Value to those Sub-accounts, subject to the terms and conditions described under the Transfer Provisions on Page 10 and by the Portfolio. In the event of any addition, deletion or substitution of any Sub-account of the Variable Account, we may, by appropriate endorsement, make such changes to the contract as may be necessary to reflect such addition, deletion or substitution. If we deem it to be in the best interest of Owners who have voting rights, the Variable Account may be: (a) operated as a management company under the 1940 Act or any other form permitted by law; (b) de-registered under the 1940 Act in the event such registration is no longer required; or (c) combined with one or more other separate accounts. Variable Accumulation Units - Net Purchase Payments and transfers allocated to a Sub-Accountaccount are used to purchase Variable Accumulation Units in that Sub-account. We will make transfers pursuant The number of Variable Accumulation Units to an authorized written or telephone request be credited to the Service Center. Telephone requests each Sub-account will be honored only if We have a properly completed telephone authorization form for You on file. We and Our agents and affiliates will not be responsible for losses resulting from acting upon telephone requests reasonably believed to be genuine. We will use reasonable procedures to confirm that instructions communicated determined by telephone are genuine. The procedures We follow for transactions initiated by telephone include requirements that You identify yourself by name and identify a personal identification number. Transfers may be requested by indicating dividing the portion of each Net Purchase Payment or transfer of either a specified dollar amount or a specified percentage of the Sub-Account's value from which the transfer will be made. If You request a transfer based on a specified percentage of the Sub-Account's value, that percentage will be converted into a request for the transfer of a specified dollar amount based on application of the specified percentage allocated to the Sub-Account's value at the time the request is received. Transfer privileges are subject to Our consent. We reserve the right to impose limitations on transfers, including, but not limited to: (1) the minimum amount that may be transferred; and (2) the minimum amount that may remain in a Sub- Account following a transfer from account by that Sub-Accountaccount’s Variable Accumulation Unit value for the Valuation Day on which the Purchase Payment was received at the Service Center or for the Valuation Day on which the transfer was made. The Net Purchase Payment (derived from the Initial Purchase Payment) allocated to the Money Market Sub-account during the Free Look Period, will be credited with Variable Accumulation Units within two business days of the later of: (a) the date we receive sufficient information, in a form and manner acceptable to us, in order to issue this contract; or (b) the date our Service Center receives the Initial Purchase Payment. In the case of any subsequent Purchase Payment, we will credit Variable Accumulation Units for that Purchase Payment as of the date such payment is received by us at our Service Center, subject to the conditions described under the Flexibility of Purchase Payments provision. The value of a Variable Accumulation Unit for each Sub-account at the end of any Valuation Period is calculated by multiplying the value of that unit at the end of the prior Valuation Period by the Sub-account’s Net Investment Factor for the Valuation Period. The value of a Variable Accumulation Unit may go up or down. Net Investment Factor - For any Sub-account, the Net Investment Factor for a Valuation Period is determined by dividing (a) by (b), then subtracting (c).